In Charm's Way
by Vanessa Masters
Summary: *Episode from Revamp Series done on DeviantArt* Part of Project done by me and marc1986. Original story idea by marc1986 himself.
1. Chapter 1

**BJD Alien Force**

_**In Charm's way**_

The heroes and daughters decided to have a day at the beach which was mostly them just relaxing in the sand and enjoying the fact that there was no immediate danger to be had. Sadly, there was one that was not enjoying himself all that much. "Ugh!" Kevin commented once he was hit in the head with a Volleyball.

"Hey, can we have our ball back?" A youngster questioned to the teen before him.

"Sure, kid." The raven haired teen said back before purposefully popping it, and added, "Here ya go." The boy caught his deflated ball, glared at the popper, and then walked off. The boy's female friend rasberried the teen before following her friend.

"Nice, Kevin, what's next: kicking puppies?" Ben questioned to the former foe beside him.

"Watch it!" The American Dragon shouted, while giving Kevin a warning glare. "I got me a girl who could be the future Mac-Drag's Puppy Mama!" He announced to them which made the girl in question slightly embarrassed.

"This was Ben's idea, so why don't you just lay off, so we can mind our own business, like Ben working on his Ben-tan." Kevin answered back with a sneering tone.

"Sure. I'll work on my Ben-tan, Jake will play Frisbee, Danny and Phanty will phase through the sand looking for treasure, and YOU LIGHTEN UP." Ben offered to the mutated one.

"Nobody's the boss of me, Tennyson. Remember that." Kevin said to the wielder of the Omnitrix with a glare on his face.

"Please, lighten up." Gwen offered to Kevin as she looked up from her magazine to give her boyfriend a beseeching expression.

"Okay, Gwen." He said back to her with a cheerful tone. Sibella leaned against Ben and the two of them chuckle at what just happened to Kevin. "What? What are you thinking?" He questioned, while looking at Ben's smiling expression.

"Just then when you said that, I swore I could hear a whipping sound, but we're nowhere near the rodeo." Sibella explained, while giving the Plumber an amused glance while resting her head on her Benji's shoulder.

"Don't you have a villager to suck dry or something?" Levin stated to her in an annoyed tone.

"I could've sworn that is what she did to Ben." Jake mutters to Winnie who begins slapping his arm frantically even though she did like her lover's crude joke, and chuckled about it. Sibella heard all this despite her human disguise and grew bright red with embarrassment, which she tried to hide with her hair causing Ben to look at her in a confused way.

"Look." Gwen said to cut into the laughter before adding, "Can one of you guys get me a water?" This offer caused Kevin and Ben met one anothers eyes and did a game of rock, paper, scissors,

"1...2...3..." The two shouted and threw down their options which Ben won, but before he could leave, their attention was caught by various beach-goers screaming and rushing out of the water.

The source fo the panic being a stone warrior coming onto the shore. The rumbling caused the treasure seekers to come topside to see what was going on.

"Of all the times for Morgan to be out with her new friend. We could sure use a water fighter." Danny said, before shouting out, "Going ghost!"

The ghouls glanced around and saw that all the civilians were gone so they took on their true appearances as the others got ready for a fight.

"Gwen, darling: how about a three layer barrier?" Phanty questioned to the other two who nodded in agreement, and with that the constructed three layers of protection which he walked passed them all.

"That's new." Phantom said as he didn't see any damage to their walls in the slightest. Without hesitation Gwen threw a two mana spheres which one didn't do a thing while the second one was deflected to Kevin, striking his face and causing his to short and pan out, revealing his true mismatched form.

"Great." The mutated hero said as he saw the holo feature to the mask deactivated once it was damaged by the mana ball.

"Sorry." Gwen apologized, before seeing her cousin taking matters into his own hands.

"Goop? I wanted Way Big." The multi-talented one said, after transforming into the goo-ball with thumbs.

'I'll take him on.' Kevin thought out of anger as he attacked with a metal sledgehammer and a stone club: both failed miserably as the opponent grabbed him and slammed the teen into the sand.

'Yeah, that was effective.' Ben thought before rushing over to him and rested on the creature's back. "Hey! Sibella, check it out - Acid Rock!" The hero called out after using the acid factor of his current alien to harm the stone man.

"Benji, look out!" The dhampir shouted out to the hero before her.

"No offense, Sibella, but your worry too much. Or just enough…" Goop said before seeing what she and Gwen were seeing - a purple cyclone heading right for him. The liquid based hero fled from the stone warrior until he was safely away from the cyclone.

"Magic vortex? Nice work, mana master." Jake said after landing back in human form since the vortex took their opponent away.

"It wasn't me." The female Tennyson said, as she went over to Kevin to see if he was alright. When the absorber surfaced from the sand he saw the boy from earlier looking right at him.

"What are you looking at?" Kevin questioned and wondered how good of a jaw this guy has - to see if it can survive a stone punch.

"It's okay. I totally get why you busted my beach ball. You're a super hero who's really a monster. Guys like you are always mean." The kid said, before racing off, and Levin knew that the kid was comparing him to the strongest one there is.

"Why, you!" Kevin shouted before hearing someone place their hand on his shoulder.

"It's okay, Kevin, it's okay." Gwen said in a soothing tone to her lover. He looked at her and felt his anger reach its limit for the moment.

"No, it's not." He said to her before raising to his feet. The others heard the tone, and decided to see what this led up to.

"I don't know how to help you." The mana manipulator said back to him since she had a feeling that his anger had to do with what he is.

"Why is that a surprise? You don't know how to do much of anything." Kevin said to her which caused the two spirits to step back a few feet since they had a feeling that what he said will not go over very well.

"What did you say?!" She shouted back to him since it sounded as though he was blaming her for something, and she wanted to know what.

"I didn't ask you for any help!" He shouted back to her with rage in his voice. "I'm going to go fix my ID mask." He informed them while stomping off with the item in hand.

As he did so, and the others were watching him leave, there was one that was watching the whole thing.

"Well, well, my pets, Gwen Tennyson has a boyfriend, but he's not happy. Hmm? Perhaps sending you to destroy her was too simple of a revenge. After all, she stole my spell book. The least I can do is steal something important to her." A silver haired woman explained before changing the picture to show Kevin fixing his gear beside Burger Shack. "There he is." She added before setting her new plan into action.

In alley near the burger shack Kevin had parked his car and was seated down to eat a burger and shake.

'Finally, some food.' Kevin thought about to eat it where he had repaired his mask, until something hit him. Causing him to drop his burger. "Ow! Figures. Did someone paint a target on my head or…" He said after getting hit in the head again, and picked up the ball, but trailed when he saw a pair of legs walk up to him.

"I'm sorry. It just slipped out of my hand. I'm such a goof." A gorgeous blonde haired woman before him said as she explained herself to him.

"No, uh, it's okay." Kevin said to the new girl before standing up, and walked over to her.

"I'm Carolyn. Let me buy you another burger." The new face said to him as she reclaimed her ball.

"Kevin, and don't worry about it. I wasn't really hungry." He said back to her before walking off. She didn't like how he snubbed her, so she tried a different tactic - car talk.

"Small block V-8. 300 horsepower, and what: nitrous tank for after burners?" The girl said, which she really did know this stuff since she did find such info fascinating.

"Liquid oxygen." He said back to her in a stunned tone. "I like to go fast." He explained before adding, "You into cars?" This was a factor of a woman he had never heard of before, so it shocked him a little.

"I can be in yours if you ask me nice." The blonde said back to him in a semi-seductive tone. He liked the idea, and after doing so he sped through town while enjoying the speed rush and the new company. "Corner's like a dream. Is there anything this car can't do?" The woman stated and questioned to the driver.

"It's not submersible, but I'm working on it." Kevin answered back casually to the new passenger.

"Okay." The secret silver seductress answered back because that was one thing she believed a car should not do.

They stopped at a four-way interception, but as Levin waited for the light to change he saw that a boy, who was playing a Gameboy Micro, was about to become pavement paste; until something happened.

"How did I/he do that?' Kevin and the boy thought as he was moved from the semi's path, and then placed back on the ground with some sort of aura surrounding him.

"We should talk." The blonde said to the driver since she really did not want that boy to be harmed, but at the same time she didn't want to expose who she was this soon.

"Ya think." He answered back and headed to the beach since he knew it had to have been deserted by now making it the perfect place to talk. As he drove the passenger used this time to come up with the best cover story in her opinion.

"I've been doing magic all my life. Always had a knack for it. Kevin, promise you won't tell anyone. If people knew the real me it would scare them." She said to the hero before her as she held his hand for emotional effect.

"I can relate." The hero answered back to her.

"You sure can." She answered back before yanking off his mask.

"How did you…" Kevin started to question as he saw his ID mask fall to the sand.

"I know things. Like I know the real you. It's not some mask. It's not even this. It's inside you that matters." The woman said to him, slowly angling closer to his face, but he decided to put a stop to that.

"Look, I'm kinda seeing someone." He said, while gently putting his hands on her shoulders to stop her advance. It was then the hidden villain decided to put her plan into action.

"She'll never know." The blonde answered back with her voice in a seductive whisper. It was tempting, but he had to remain faithful to his lady friend.

"I would and she would too. You think you could do magic? She's made of magic." He informed her which secretly struck a nerve to the lady before him.

'That would explain how she was able to learn my spell book so quickly back in Mount Rushmore.' Charmcaster thought before adding aloud, "Made of magic? If she is so powerful, this girlfriend of yours, how come she hasn't found a way to change you back? Maybe she figures as long as you're a monster no other girl will be interested. If I were your girlfriend I would be working day and night to cure you." She said to him and saw that her words were slowly working on him.

"So, how I look is important." He said back since he thought that she was lying to him, and had every intention to race to his car, and leave her behind: should this be a trap of sorts.

"Not to me." She whispered as she gave the mineral man a kiss on his stone lips and similar to a familiar green clothed Marvel Asgardian Witch, he became entranced after that contact.

As all this was going on the other heroes were just hanging out in Gwen's front yard.

"This is ridiculous - I should never have listened to you. I should be helping Kevin cope with what happened to him." The mama manipulator said to her cousin as the two watched Jake and Danny toss around a ecto enfused fireball back and fourth as their ladies watched with them.

"Cope. Shmope." Ben said back as he was chugging down a smoothie that his delicate Dhampir made for him.

"Wow, can't argue with that logic." Gwen said back and wondered why he was taking this so calmly.

"I believe Benji is a bit jealous, because Bad Boy Kevin has no hero limit, while the Omnitrix does, and it gives him the right hero only half the time." Sibella informed the cousin to her lover as she floated beside him, while sitting Indian style.

"Exactly, and it keeps timing out right when I need it the most. Kevin should just stop his complaining." Ben said while casting a grateful smile to his lover to his right.

"He's not complaining. He just has a lot on his mind." The red head answered back not knowing that it was the exact opposite with her soul mate.

"Your mind is a blank." Charmcaster instructed to her new minion after dumping her disguise, and summoned a rock creature to join them.

"Totally." Kevin said back to her in a completely robotic tone.

"You will bring Gwen Tennyson to the planetarium at midnight." She instructed which he nodded in response. "Taking her boyfriend was just the warm-up. There, I will use the full power of concentrated moonlight, siphoned through a mystical field, to steal her very essence. By the time I'm done, there will be nothing left of her." Charmcaster said, mostly to her older rock warrior, but the new one was listening in.

"She probably won't show up when I tell her that." Levin explained to her in his still robotic tone of voice.

"Don't tell her, you simpleton!" The evil spell caster shouted out to him in anger.

"Hey, give me a break. My mind's a blank." He answered back which further frustrated her.

"Ugh! Just bring her. Talk her into it. Make an excuse. Force her, if you have to. Here…" Charmcaster explained to him slowly, before summoning a necklace around his neck.

"And if Ben tries to stop me?" Kevin questioned and wanted to know about his former foe while not bringing back up the other heroes.

"Destroy him." She answered back simply as if the former felon should already know that much.

"`Kay." He answered back before slowly walking away to get into his car to set his leader's plan into action. All the while the silver haired maiden felt pretty sure that this plan was going to work.

By this time the dragon and ghost decided to just chill in human form while listening to the cousin's talk about the late arrival.

"Trust me, Gwen. Give him some time on his own, and he'll feel better." Ben said after slurping down the last bit of his fifth smoothie that Sibella made for him.

"Maybe you're right. I'll see you tomorrow." Gwen said after believing that her cousin may have a point. She then walked over to the door which got the hero of heroes attention.

"Aw, come on. It's still early yet." Tennyson said to his cousin even though he did not mind another nocturnal flight with his girl, but he also wanted to spend some time with his cousin as well.

"I have to hit the books every night." She said back and prayed that he would understand why she was doing.

"Does it have to be 'every' every night?" The shape-shifter questioned to her.

"What he means is - maybe a new pair of eyes could help?" Danny offered to her as he tried to save his 'brother' from angering the mana controller. Before she could answer either of them a familiar car drove into the driveway, along with a familiar driver coming out of it.

"Well, here comes Mr. "Wonderful Personality," Sibella grumbled landing on her feet.

"Couldn't fix the I.D. Mask?" Gwen asked since he was walking about in his natural form as he quickly walked over to the Tennyson duo.

"I don't need it." Kevin said back to the others and the ghouls could clearly hear the robotic tone in his voice, but decided to see if their boyfriends could recognize the familiar tone. Them having been mind controlled themselves by a spider-witch.

"There you go. That's the right idea!" Ben congratulated to the idea of being himself with the other two looking at the mutated man rather oddly. The third alien simply ignored the praise and decided to focus on his mission.

"Gwen, you should come with me." He said to her which confused the girlfriend greatly.

"What? Why?" Gwen asked, since this, suddenly asking out of nowhere, was not his usual style at all.

"We could…go out to a stock-car race." Levin offered to his lady, since that was the first thing his dead head could come up with.

"I don't like racing." She answered back and was certain that she told him that back on their first date.

"I do! Can I ride shotgun for a change. Man, I bet I could be a race driver." Ben shouted excitedly to his best friend with a grand smile on his face before making racing car noises.

"I do too! I'll just fly there, and besides Morph don't you already have a land speed hero." Jake shouted out with an even bigger grin, but his second part to his explanation went unheard by his fellow gym teacher since he was too far gone of playing pretend.

"Hahahah. He's still strange, Sibella." Phantasma cackled to her Bat-Friend.

"True. But he's cute." Sibella joked.

"Well 'emI/em' don't. You two can go with him - all those engine noises really is a bother to listen to." The female werewolf explained to Jake, while covering her ears for emphasis.

"Have a good time." Gwen said back since she thought that this was the end of the conversation, but she was stopped before going inside when Kevin grabbed her arm. "Kevin!" The spell caster of good shouted when his stone hand took a firm hold of her right wrist.

"I meant to say, we should go on patrol, you and me." Kevin tried to convince her to go where his mistress wanted her to go.

"Since when do we -." The red head was about to question, until the wielder of the Omnitrix stopped her.

"Awesome! We could drive around and look for crimes to stop - bank robberies, train robberies, grave robberies…robberies! We should totally go on patrol!" Ben said, since he was now lost in thought of old school heroics.

"Kevin, let go of my arm." Gwen instructed since she could feel his grip tightening on her wrist.

"You need to come with me. We're going to the planetarium." He answered back in a monotone voice.

"Grrrr." Winnie growled. "Something's _Really_ off with Kevin."

"Really? Besides 'What' exactly." Sibella mentioned, pointing out his new form.

"What's wrong with you?" Gwen questioned since this really didn't seem like her lover at all. Sibella was about to do something until she saw her boyfriend race over to stand between them and the car.

'Good, so he noticed that something is right here.' The winged woman thought and waited for something beautiful to happen.

"The planetarium? I love the planetarium - laser shows, rock music like our grandparents listened to. Let's go!" He shouted with joy, before he was picked up and flung to the trashcans by Kevin.

"Benji!" Sibella shouted in alarm before flying over to him to see if he was alright.

"Dragon up!" Jake shouted since the situation was about to get worse.

"Going ghost!" Danny shouted out since he was thinking the same thing as his leather skinned chum.

"Kevin, put me down!" Gwen shouted as she was lifted off of the ground and placed on his shoulder.

"We're going to the planetarium. Have to be there by midnight." He instructed again to the lady pounding on his left shoulder like an upset toddler often does.

"Kevin, I don't want to hurt you!" The girlfriend shouted to her boyfriend, and she did mean her comment. There were a few that weren't feeling the love right now.

"That makes one of us." The gym teachers said as one as they stood shoulder to shoulder.

"Time for Humongousaur!" Ben shouted out as he activated his device on the chosen creature, but his device had other plans.

"Diamondhead? Fine, I can work with this." The boulder said once the glowed dyed down and all he saw was the Petrosapian body. Kevin ignored the trio, and focused on his mission - getting Gwen to the planetarium, until a stone obelisk blocked his path causing him to turn about, drop his hostage, and charge.

'We're ready." Jake shouted as he saw Kevin shape-shift his hands into a machete and a stone club.

"Huh? Now he's running through my shields. What is going on?" Gwen thought aloud after the barrier she summoned to protect the three was easily walked through. Right from the get go the dragon and spirit could see that it was a fight between former rivals.

'Someone's lost his fighting skills.' Jake thought as he watched him destroy Ben's arm shield only for Ben to counter with a shoulder charge.

'This isn't his usual fighting style.' Ben thought as he grabbed the sword arm and then got clubbed in the face with the stone arm.

"That all you got?" Diamondhead questioned to his opponent. Kevin tried a stronger hit which caused some distance between them causing Ben to form a crystal path ending with another diamond obelisk that he ran right into.

"Good thing the watch didn't time out then.' Sibella thought as the boulder tried and failed at a belly flop, since Kevin rolled out of the way which he then grabbed the boulder's neck and was ready to run him threw.

"My turn." Danny thought as he fired ecto-blasts at him which Gwen backed up with mana-spheres, which did nothing to kevin.

"Time to turn up the heat." Jake announced and used his flame as well, and to prove that they weren't harming them, Kevin walked through the fire and the energy barrage with ease.

'He's not stopping.' Ben thought once he realized that Kevin let him go to get back to Gwen, so he decided to trap him in a diamond prison as he did to another creature.

'Must get free. Must get Gwen to Planetarium.' Kevin thought out of anger as he struggled free. Diamondhead saw his prison was beginning to break, so he led Gwen a few feet away.

"Plenty more where that…" The boulder started to speak, but powered down before he could finish.

"Can't you give a guy a little warning next time." Ben shouted to his watch before he was grabbed by Kevin again.

"Sibella, get that charm he's wearing around his neck." Gwen instructed to her cousin's love, since she saw it glow seconds before the shattered stronghold.

Sibella flew forward and lightning quick, ripped the charm off Kevin's neck. Just as he had Ben pinned to a tree with his forearm. Ben kicked his leg's out, struggling to free himself as Kevin looked around confused. Before dropping Ben and gettign pinned to the tree by Gwen.

"Um, someone want to explain why I'm pinned to a tree?" Kevin questioned as he looked at his friends for a clue of why he was mana slammed to an Oak. After releasing him the group went over to Kevin's car and decided to hear what he had to say.

"Her name was Caroline?" Ben questioned to the former entranced enforcer.

"Yeah, silver haired girl. Had magical powers." Kevin answered back of the clips he could remember.

"Charmcaster - it has to be." Gwen said even though she really didn't wish to meet up with her trademark foe.

"We haven't seen her since we were kids, and she's obviously looking for some payback." Ben said as he recalled the last they saw of her was back in Mount Rushmore.

"Is she cute?" Danny questioned aloud before getting smacked by Phantasma and Ben after they said:

"Dude/Darling." Out of anger and shock. Danny shrugged smiling sheepishly.

"More than cute - hot." Kevin answered the spirit, while forgetting the anger to the specter for that one moment.

"Kevin!" Gwen shouted as she could not believe her lover of saying such a thing.

"I-I remember we were talking." Kevin said as he was trying to get back on the subject of stopping this woman.

"About what?" His girl questioned even though there was still plenty of anger in her voice.

"Stuff, you know. It's all kind of blurry after she kissed me." The material man replied, causing BJD and Ghouls, to face smack themselves for what Levin just said.

"She kissed you?" Gwen questioned with her anger surging back stronger. It was then Kevin realized his blunder, but knew there was nothing else he could do about it.

"Yeeeeeeeaaah…I didn't mean to tell you that part." Alien Metamorpho drawled slowly, while rubbing the back of his head out of embarrassment.

"Always knew that boys mouth would be his undoing." jake thought to himself.

"Really?" She questioned as she walked over to the front passenger side door which the path was clear when Ben went hero again and sunk the stone back into the Earth.

"That was a dumb thing to say." Ben pointed out with Danny and Jake also looking at him with a, 'that really wasn't smart' facial expression.

"Can't argue with you there." The absorber said back and knew that they were right to put this kind of blame on him. By now Gwen was standing by the passenger door, and decided to get the events underway.

"She wanted be at the Planetarium by midnight?" The female Tennyson questioned with a calm tone, since she was a little more clear headed, but she still wanted to pound that silver haired home wrecker into a pulp.

"Yeah. So?" The pioneer said back, even though he was not liking where this was going.

"So, let's be there." The red head answered back.

"I hate to be the ray of hope, but it has to be a trap, Gwen." Sibella informed the fellow female fighter since this strategy seemed so obvious.

"Bring it on." She answered back before getting in the car and just sat there. Knowing that she was not going to be talked out of this Jake put Winnie on his back and took to the air with Danny and Phantasma right behind him.

Gwen was DEAD set on getting back at Charmcaster for moving in on HER man!

"Since your watch still needs time, I'll stay with you, Benji." The Dhampir explained before transforming into bat form and rested on his shoulder. As they drove/flew to their destination their opponent of the day was watching the whole thing.

"One minute to midnight. Perfect timing. Let's give them a rocky reception." Charmcaster said to her two stone soldiers who took off walking. As they continued on their way Levin was still trying to get himself out of the doghouse.

"It's not like I was kissing her…much. It was like 80 percent her kissing me." He said before parking the vehicle.

"You really need to keep quiet now." Gwen instructed before they departed the vehicle, and as soon as they did the two rock soldiers came roaring out at them.

"Why don't you two listen to my number one hit." Danny offered before inhaling sharply and sent out a ghostly wail, but even with the attack going they still walked through it. Gwen tried her luck with projectile attacks but they just kept on coming.

"She's got them charmed against energy attacks. Phantasma, Danny, and I are useless here." Gwen commented after seeing that her attacks weren't doing a thing. So, instead of filling up space on the battlefield she mana-stepped over the guards and rushed into the building.

"Danny, back her up. Phantasma - eye in the sky." Ben ordered after leaping away from a hammer punch from one of the stone men.

"Wow. This Charmcaster was ready for anything we got." Jake tisked. "If only she used her management skills for good.

Phantom and Anodite made it inside, and started looking for their foe, but said target helped them with that.

"Gwen Tennyson, I've been waiting five years to say this - I love what you've done with your hair." Charmcaster snidely said, before attacking which was easily deflected.

"You've stalked her for five years, and that is the first thing you have to say…kinda creepy." Danny admitted as he floated alongside the heroine. His words went unheard and the two started a tug-of-war match with beams of magic.

'This plan will be even sweeter if I can get his powers too.' Charmcaster thought before backing away and taking a knee. Danny could feel that, this was a trap, but also knew that this was Gwen's fight, so he stayed silent and hoped she would catch on.

"Your losing Charmcaster." Gwen bellowed before the two warriors of good took a couple inches closer and that was when they were caught in some sort of strange light.

"Overconfident much? You figured with no Runes on the floor, no access to moonlight - I couldn't possibly trap you both." The silver haired one commented and it was then the three saw the open roof and the moonlight shining in.

'This can't be good.' The heroes thought before feeling their other half start to leave them in a very painful way.

"Well, you were wrong. And the fun's just beginning." She said while walking closer to the heroes which one fell to all fours while the other took a knee.

* * *

This is from a friend and mine's Joint work on Deviantart, under the name Marc1986 the B,J,D Ghoul School revamped "Alien Force" story.

The characters ALL belong to their respective owners, hope you like and come read and comment on DeviantArt. Leave comments or fave :D


	2. Chapter 2

**Here's the final part. Hope you enjoy.**

* * *

Back outside the daughter to the Phantom felt him in danger, but she had her orders - watch the fight.

'I'm sorry darling, but I must watch after My Ghouls.' Phanty thought before looking down on the battlefield.

"Guys, the Omnitrix is still on the fritz." Tennyson shouted to the others which they were having their own problems.

"Kinda busy." Levin said after getting slammed onto the parking lot, but was able to get free and started hitting him with the metal sledgehammer. It worked for a time until he was forced back down.

'Gotta back him up.' The American Dragon thought as he watched the fight from the sky, and decided to try something. After landing right behind the rock man the dragon took hold of him and did a suplex move.

"Hold him still, lizard boy." Levin shouted out before pounding on the bound figure. The ghouls were having a rough time with their foe since claw moves weren't working, and they couldn't keep dodging him forever.

'That just might work.' Ben thought as he saw a potential item to use. "Yo, Rock-puke." The hero of heroes shouted out causing the ghoul attacker to turn and face him. "Come and get some." He stated with a two finger taunt which he bought it, and they watched the warrior in green roll out of the way and the stone warrior lose his head.

"Rotten trick, Benji." Sibella said happily before seeing that he was pointing at the building which they saw a purple/green light coming from inside of it. Within the Planetarium the spirit and the mana expert were starting to really loose their other selves.

"Kevin wasn't kidding. You're filled with mana." Charmcaster exclaimed as she started the draining process, and watched with joy and the Phantom half of Fenton flowed in with the magic. "It's so unfair. I worked my butt off for my power, and you were born made of magic. Well, I can control magic which means I can control you, and what nature gives - I can take away." Charmcaster explained to the two fallen before porting away.

'So much for that plan sticking.' Ben thought before running away from the warrior of rock who just put his head back on. The other got out of the suplex attack and was having a mercy fight with Kevin as the scaly one tried burning him with an airborne flamethrower.

"Leave them, you useless piles of rock! They no longer matter." Charmcaster instructed to the two of hers. They heard this and walked over to her which left the heroes wandering one thing.

"Where's Gwen/Danny?!" The female specter and absorber shouted at the female before them.

"They're all yours. Your perfect for each other - all of you powerless to stop me." The vile woman shouted before porting away with an evil cackle. As soon as they left the heroes rushed in to check out the damage.

"Are you okay?" Ben questioned his cousin and fellow couch after they got back to their feet.

"She took all of my power. How do you think I am?" Gwen questioned and the others could tell that she was not digging the powerlessness right now.

"Um, weak?" The Omnitrix bearer offered to her before getting elbow bumped by the dhampir. "What? She asked." He said to her in his own defense.

"Same with ghost mode, guys, but that doesn't mean I haven't given up the fight just yet." Danny said as he was being hugged by his girlfriend who was just grateful that he was still alive.

"I deserve this. I was too angry." Gwen admitted to them which caused another to speak up.

"I can see how she could make you…" Kevin tried to comfort her, but was shot down in an instant.

"I was angry with you?!" She shouted back, which didn't seem to add up with the accused.

"Wait. Me?" He offered to her, and wanted to know why, considering he did apologize for all that he had done back at Gwen's place.

"No! I mean: yes, a little. I mean…why were you even hanging out with her?" The Anodite in training offered to him to truly explain himself, and he was praying that she didn't ask that.

"Because I thought she liked me." He admitted even though he knew that she was going to take it the wrong way.

"And I don't?" The female of this pairing questioned with her anger rising.

"If you liked me so much how come you haven't bothered to find a way to change me back?" Levin questioned to her since all he wanted was to be fully human again.

"Dude." The dragon and the shape-shifter muttered under their breath since they knew that such a thing was a touchy subject with the red-head.

"Ohohoho-No." Phanty chuckled in mild horror, not looking forward to Gwen's blow out

"After all, as long as I'm a monster, no other girl would want me. Right?" The mutated teen offered to his 'girlfriend' since he did remember that much of his conversation with Charmcaster.

"We are not having this conversation. We are going after Charmcaster - I have a plan." The brains of the trio said before walking to the door.

"Hold up. How do we know…" The Osmosian offered to them, but was shut down by the man in red.

"Come on, Mineral Man, time's a wastin." Long offered as he followed the others out of the building.

"I don't think so. Not this time." Levin said before walking to the other exit. As they were walking Danny pulled out his cellphone, and decided call a friend.

"Hey, we're going to need some emotional support at Mr. Smoothies, and bring the item." The former spirit holder said, before hanging up, and as they all gathered at the spot to just relax and enjoy one another's company the odd man out had a meeting to get to.

Kevin stood on the roof of a building, turning as her heard the mystical chime of one porting near them.

* * *

"See. No tricks: just like I said." He offered to the other, who turns out to be Charmcaster.

"You can't trick me, Kevin. I can see everything that you do." Charmcaster informed before adding, "Now what do you want?" He decided to put her comment to the test with his game plan.

"Okay, I totally get that you were just using me to get at Gwen, but the stuff you said…it made sense. So, I was hoping we could…you know." Levin offered to her as he closed the gap between them.

"You're asking me out?" She offered back and was genuinely surprised since no one has ever done that to her before. "I don't date the good guys." She said since the spell weaver could see that she missed her chance to be with Ben.

"I'm not a good guy. I just help Ben so I can hang out with his cousin, but if she really doesn't like me. What's the point? Even with the tiny bit of power she has left…" He informed and it was the last part that interested his talking buddy.

"Wait. She has power left. I thought I drained her dry." The niece of one of Ben's great foes said, as she could have sworn she felt nothing left.

"No, you drained all of Danny's power, but Gwen still has a little left; not enough that actually matters." Levin said back as he tried to see if she was buying into his plan.

"Any power she has left belongs to me." The silver haired one demanded, before going with another plan against the heroes.

* * *

Meanwhile at Mr. Smoothie

"That Kevin Levin, really freshens up my day!" Sibella shouted in anger causing the mana manipulator to look at her with a confused look.

"They're the rotten food type rather than the fresh type." Jake explained to her, and hoped that his explanation made sense.

"Don't let it get to you, dear. I think it's just difficult for Kevin to get through this." Miss Grimwood stated as she tried to keep everyone there nice and calm.

"Him. I'm the one always getting grief for apparently being "The Cause" of it." Danny said as he used air quotes over 'the cause' to emphasize his point. "Maybe now without my powers we can hang out without the hate." He added after taking sip of his blueberry smoothie.

"I just wish I could help him…I feel so helpless." Gwen said with a defeated tone to the others.

"It's not your fault you can't help him." The hidden dragon said while trying to keep the heroine's spirits up.

"Scales is right." Winnie said before howling, but switched it to coughing once she saw all the humans staring at her, and realized that she was in a human disguise of her own. "If Kevin can't understand that then it's his own problem." She added since she wanted to keep this conversation going.

"Ben, do you have anything to add?" The headmistress said once she realized the shape-shifter hasn't said anything since he got his smoothie. He looked at all of them and then made a big belch.

'Very moving.' Helper thought as he heard that long belch.

"How do you keep all those Mr. Smoothie's down?" Jake questioned since that was all the hero drank while they were at the finishing school all the way up to this moment.

"Years of practice." Tennyson said with a smile, and at that moment a flash of light appeared beside them, and it was Charmcaster.

"Enjoy it, Ben. It's your last." Charmcaster said with two stone warriors behind her and Kevin right beside her with his arms crossed.

"Well, she just threatened Benji." The daughter of darkness hissed while floating above the ground before adding, "She just made my list - right next to garlic." The opponent was unmoved by those words in the slightest.

"Lucky me. I'm being insulted by a half-breed." Charmcaster commented to the speaker which did not sit well with the changeling.

"Hey! Better watch it: girl or not, no one gets away from insulting my Angel of the night." Ben said while glaring at the lady before them.

"Oh, Ben, you wound me. I'll be sure to return the favor! But first thing's first…" She called out before focusing some magic into her eyes and saw: Ms. Grimwood, Helper, Gwen, Danny, and Ben in green. Sibella was a deep blue. Winnie was a silver. Phanty was a bright green, and a glowing red for the dragon. "Wait…she doesn't have any powers left." She shouted to Kevin out of anger.

"Oh yeah. I was lying." Levin answered back to her with a satisfied smile since he was able to trick her.

"Well, I'm telling the truth: I'M GOING TO DESTROY YOU ALL!" Charmcaster shouted at them win a fuming tone of voice. Her new plan was to absorb the power of the American Dragon and after killing Gwen she would go after Ben and take his watch, but first thing's first. "Aktume!" She shouted and possessed an SUV which charged at it's target.

"Kevin!" Ben shouted out of alarm as he saw his best friend be dragged away.

"And that's not all - aktume eradico." Charmcaster said before firing a beam that brought the Mr. Smoothie figure to life which excited Ben.

"As much as I would love to handle this. I know someone would love this more. Milla." Ben said to a customer that didn't flee when the car drove off on it's own, and after hearing her name deactivated the human spell and stood beside Ben at full size.

"What's up. Coach?" The lizard woman questioned while looking down at him.

"I know your mother may have issues of you having sweets this late in the day, but knock yourself out." Tennyson said as he pointed to the big drink before them which caused the beverage to whimper and the lizard to smile.

"You got it!" She bellowed before going after the drink, caught it with ease, and started to drink away. As he was watching this with Sibella right beside him Gwen was evading the rock men with ease, and Danny decided to claim what was his.

"Hate to do this, but give me my powers back." The Amity Park apparition shouted as he tried swinging a silver colored club, but she simply phased out of the way.

"And what do you hope to accomplish - I have your ghost powers, or have you forgotten." Charmcaster stated before firing a shot at his feet, which he avoided by jumping out of the way, but he lost his weapon.

"Actually, I didn't, and that's why this plan is just so fun." Fenton explained which she did not understand, until the villain looked at the club and saw that it was a ghost based weapon.

A whack upside the head from Miss Grimwood's purse knocked Charmcaster aside, allowing Miss Grimwood to catch the bat and point it toward Chamrcaster.

"Don't mess with my employee." Ms. Grimwood warned her, before pushing down on the switch which caused the end of the club to open. It was then Charmcaster felt her body being drawn into the device.

"I can easily handle this." She shouted to the Retired Witch and after a small chant, she de-fused from the spirit which caused only The Phantom to be sucked it. Again her plan failed as the head mistress yanked the club away from her, and then tossed it to Danny.

"Welcome back, old friend." Danny said, when Phantom was freed from the machine, and he became one with his hero half.

Charmcaster ignored this and focused on her main target - Gwen Tennyson who was still evading her rock warriors.

"Stop, please, I'm half empty." The beverage beseeches, the lizard that was drinking from him.

"Now that's just a bad attitude, because to me - your half full." Ben shouted once he heard what the smoothie had to say about his problem. Gwen outran her chasers once they tripped over their own feet.

"You two are useless." Their boss called out to them after seeing them fall.

"You're the one who's useless, Charmcaster. Can't even take on one powerless girl. Come on, hand to hand. No powers - just us, or are you afraid?" Gwen questioned and had a feeling that she was right about her plan.

"Oh, right. And now I get all angry, and slug it out with you, and you knock me out with my karate. So, how about instead I just shut you up. Forever!" The villain shouted out and shot a beam at the lady before her.

"Reverto mayos maha mehe." Gwen chanted and took her power back from her rival. "I have your old spell book." She admitted with a satisfied smirk on her face.

"No! You can't take the power back?! It's impossible! I crushed you!" The silver haired one shouted out as she could not come to grips that she was about to loose another one of her power boosts.

"You're only problem is that magic is the only thing you are about, but for me - magic is only one aspect of who I am." Gwen explained as she felt her power return to her.

"Get her, you useless piles of rock." Charmcaster said to the two behind her after feeling the second power boost leave her completely. They followed her advice and charged, but the alien magician was ready for that.

"You are also not the only one to conjure up dimensional vortexes." The Anodite commented after doing just that. The portal forced the three into the cyclone with the first stone man falling in while the second one found a street light anchor.

"Help me! Help me, you brainless boob. Don't let go you useless lump." Charmcaster called out called out after grabbing the survivor's ankle.

'That tears it.' The creature thought as he has had enough of her insults and let go of his anchor which the woman realized he did that on purpose, but that was moot since she was already in the vortex.

"Man, a whole fight and I have to step out of it cause of THIS thing." Ben groused, holding up his watch. Sibella patted him comfortingly on the shoulders.

"There, there, Ben. There's always next time." The Violet Beauty Soothed

"Good timing. That truck was really giving me a hard time. It was kind of humiliating." Kevin explained before getting smoothie spittle from Milla all over him while the other ones nearby were protected by Danny and Phantasma phasing it off of them. "Obviously just a warmup for this humiliation." He commented before looking up at the source of the problem.

"Sorry." The daughter of Godzilla said, with an embarrassed smile down at them. Danny saw that there was still some sort of friction between Kevin and Gwen, so he decided to do something about it.

* * *

Danny stood alone on the beach waiting for Kevin to get washed off.

"Good idea, for once, ghost-boy." Kevin said as he walked out of the sea and onto shore with not a drop of smoothie on him."

"It's the fastest way to get cleaned up. Even with my powers, I'm still involved in a lot of spills." Fenton explained to the former bully.

"Where's Gwen?" Kevin questioned since the two left to the beach in a pretty big hurry, so he wasn't sure what happened to the others.

"Probably at home. You hurt her pretty bad." The spirit answered back with a true tone in his voice.

"I hurt her? I'm the one who looks like this…mostly because of you, but still she has done nothing about it." Kevin commented to the 'cause' of his problem.

"You stone faced simpleton." Danny shouted out but his comment was ignored by a 'whatever' from Kevin which angered the D in BJD. "No, not whatever. She's spending every spare moment going through every spell book that she can get her hands on to try and help you. She's been doing that since the accident." He informed and that was when reality hit the mineral based man.

"She…she never told me." Levin confessed before facing the hero, and the raven haired youth could tell that it was a sincere comment.

"Should she have had to?" Fenton stated, before changing to hero mode and flying off, to leave Levin alone with his thoughts.

* * *

_Well, Danny sure cowed Kevin huh? If you liked this, come read the story from it's Humble beginnings on DeviantArt. BJD and the Ghoul School._


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